IDP Education Aktie

Good morning. Welcome to IDP's 2026 Annual General Meeting. My name is Tracey Horton. I'm the Chair of your company. It's now 10:00 AM, and I declare the meeting open.

I'd like to begin by acknowledging the Gadigal people of the Eora Nation, the traditional custodians of the land on which we're meeting today. Pay my respects to their elders, past and present.

On behalf of the Board, I'd like to welcome all shareholders, guests and other visitors attending both in person and through the online platform.

Shareholders will have the opportunity to ask questions of the Board, management and IDP's external auditor during the meeting. Instructions are set out in the Notice of Meeting and online meeting guide, which are available through the online platform. We will endeavor to address all questions today. Where questions cover a similar topic, we may group them together. Any questions we do not address during the meeting will be followed up afterwards.

As we move through the items of business, I will take questions from the room first, followed by questions submitted through the online platform. There will be time at the end of the meeting for general questions.

I now formally open the poll on all resolutions, and the poll will remain open until 5 minutes after I announce the close of voting later in the meeting.

Joining me today are my fellow directors, Ariane Barker, Andrew Barkla, Anne Brennan, Paul Rogan, Professor Colin Stirling and Michelle Tredenick. Also present are Tennealle O'Shannessy, our CEO and Managing Director; and Ashley Warmbrand, our Company Secretary and General Counsel.

A copy of the Chair's and CEO's addresses were released to the ASX this morning and are available through our Investor Center.

IDP is a global leader in international education. We've been trusted for more than 50 years to help students around the world transform their lives through education. While the industry has historically experienced decades of growth, changes in government policy settings have had a significant impact on market volumes and dynamics over the past 3 years, with international student volumes in our key destination markets down over 50%, following record highs in 2023 and 2024. This has impacted IDP's earnings and share price. We recognize shareholders have experienced a significant decline in value, and we appreciate shareholder concerns.

As a Board, our focus has been on financial resilience, balance sheet strength and ensuring we have a compelling strategy delivered by an experienced management team to set the business up for future success.

The market changes that we've experienced are unprecedented, and our response has been commensurate. In fiscal year '26, the CEO and CFO have done an exceptional job managing all elements of financial performance within their control to deliver material cost reduction and margin improvement, significantly mitigating the impact of lower volumes on profitability. We remain a profitable, cash-generative business with the capacity to invest for the future.

We are partway through a multiyear transformation to make IDP a more agile, flexible and technology-enabled business. This will position IDP to capitalize on changing industry dynamics to grow and diversify future revenue streams and focus on areas of profitable growth.

The transformation program is designed to significantly improve operating leverage to amplify and accelerate shareholder value creation when student volumes stabilize and improve.

In fiscal year '26, IDP reported revenue of $795 million and adjusted EBIT of $122.9 million. Both were down on the prior year, but consistent with guidance provided at the beginning of the year. The result reflects management's focus on quality, yield and cost discipline, improving cash generation and working capital and reducing leverage.

Revenue significantly outperformed volume, reflecting a strong yield performance and the earnings outcome reflected very good progress on cost. Our net debt-to-EBITDA ratio came down from 1.4x to 1.0x at financial year-end. And this, coupled with strong cash generation, provided us with an opportunity to undertake active capital management. We paid $25 million in dividends. And in June, the Board approved a share buyback program of up to $50 million of issued capital, reflecting our confidence in IDP's transformation and intrinsic value. The buyback reflects an efficient use of capital and an opportunity to enhance shareholder returns while maintaining the Board's commitment to a strong balance sheet. So far, we've executed approximately $11 million of the buyback.

Last month, we announced that the Board had received and rejected an unsolicited indicative proposal from a global investment firm to acquire IDP. The Board gave the proposal due consideration and ultimately rejected the proposal because it was highly opportunistic and fundamentally undervalued the business. The offer failed to recognize the future earnings potential of the business and the upside from the transformation program.

IDP has been well led by a highly credentialed team with a strong track record of delivery. We have a clear strategy to position the business for the future and the capacity to continue to invest in the business through organic cash flow generation, supported by a strong balance sheet. Your Board is very focused on realizing shareholder value and has every confidence that we will do that through the disciplined delivery of our transformation agenda.

Board renewal has been an important area of focus over recent years. Several directors have retired over the past 3 years, and we have 3 new directors, decreasing the size of the Board by 2. Paul Rogan joined the Board in September last year and now chairs our Audit and Risk Committee. Paul has strong commercial acumen and experience across audit and risk as well as strategy, international markets and digital-first growth.

Anne Brennan joined the Board last month, bringing broad commercial and financial experience from her executive career and deep and long-standing Board experience in finance, risk and governance across multiple industries. Anne will address the meeting later.

Tracey Ah Hee will join the Board next month and has decades of experience in data and analytics, digital transformation and customer experience.

I'd like to take the opportunity to thank our long-standing Board members, Andrew Barkla and Ariane Barker, who are retiring at today's AGM; and Chris Leptos, who retired in June. Andrew, Ariane and Chris have been involved with IDP since its listing on the ASX in 2015, all serving as directors with Andrew initially serving as CEO and Managing Director for 7 years. Together, they've played a very important part in the development of IDP. And on behalf of the Board and the company, I'd like to thank them for their contributions and wish them every success for the future.

Board succession planning and renewal has been designed to ensure we have the right mix of skills, experience and perspectives to provide strong governance and to support IDP's strategy and long-term success.

The Board is committed to having responsible business practices and high standards of quality. Cybersecurity, data privacy and artificial intelligence continue to be important areas of focus. In addition to our annual report, corporate governance and modern slavery statements, this year's corporate reporting suite includes IDP's first climate-related financial disclosures under Australia's new mandatory reporting framework.

Finally, I'd like to acknowledge Tennealle, the global leadership team and all of IDP's people. We have an outstanding leadership team who are setting a compelling vision for the future, managing financial performance and executing the transformation agenda at pace and with discipline. The Board remains confident in IDP's strengths, its strategy and the actions being taken to position the business for sustainable long-term performance.

I now invite Tennealle to report on fiscal year '26 performance and the next phase of IDP's transformation.

Thank you, Tracey, and good morning to everyone joining us here in Sydney as well as online. FY '26 was another challenging year for the international education industry. With policy settings continuing to constrain global student mobility, international student volumes declined more than 25% across our key destination markets. This was consistent with our planning assumptions, and we managed the business accordingly, maintaining our focus on quality, yield and financial discipline.

Importantly, we continue to deliver for our students. More than 90% of students trust or highly trust IDP, and our Net Promoter Score remains above 70. Against that backdrop, FY '26 was a year of disciplined execution. We delivered on our financial commitments. We strengthened the balance sheet and continued to prepare IDP for the opportunities ahead.

Let's begin with an overview of our FY '26 performance. The further contraction in the international student market saw student placement volumes decline by 27% and IELTS volumes declined by 8%. Revenue of $795 million was down 11%, significantly outperforming volumes as our continued focus on quality contributed to strong yield performance. Student placement yield increased 11% and IELTS yield increased 7%.

Adjusted EBIT was $122.9 million, in line with guidance we provided at the beginning of the year. We also exceeded our cost reduction target, delivering a $32 million net reduction in the cost base against our $25 million commitment. Strong cash generation and working capital discipline enabled us to significantly reduce debt and leverage. These results demonstrate disciplined execution in a dynamic market.

Throughout FY '26, we also continue to invest in the products, markets and capabilities that will support our future growth.

Technology and AI are already improving how we engage with students, how we increase conversion and how we support our counselors. Our AI assistant is now live in 10 countries and is capturing more than half of our unique student profiles and delivering 7% more applications than other channels. Our FastLane product is helping connect students with suitable courses and institutions more efficiently, while our IDP student community now has more than 50,000 registered students, providing valuable peer advice and strengthening trust.

We also expanded student placement into Malaysia, opening new destination opportunities for students and supporting the diversification of our revenue base.

In IELTS, we launched 13 test centers in China during FY '26 and have since opened a further 12, bringing the total to 25. This gives IDP a presence in the world's largest English language testing market.

Last year, we outlined a multiyear transformation strategy to simplify the business and invest in the technology, data and AI capabilities that we need for the future. Against this agenda, we have made strong progress. In Phase 1, we delivered ahead of our cost reduction target and have identified further savings for FY '27. We are now focused on using our technology, AI and data capabilities to improve conversion, productivity and student experience. Over time, this will support a more efficient business and create opportunities for growth. Ultimately, our goal is to build a stronger and more resilient business that can deliver sustainable, profitable growth for our shareholders.

Before I turn to the FY '27 outlook, I would like to acknowledge our people around the world. Throughout a period of rapid change, our teams have demonstrated resilience, agility and a strong capacity to embrace new ways of working. Our global engagement survey showed that our people continue to feel a strong connection to IDP's purpose and values with employee engagement remaining above the global benchmark at more than 70%.

That connection is also evident in the way our people have continued to support our students, test takers and university partners. Maintaining outstanding student trust and Net Promoter Scores in this environment is an achievement of which everyone at IDP should be incredibly proud.

We've also welcomed new talent to the global leadership team, bringing valuable experience, ideas and energy as we progress on our transformation. I want to thank all of our people for their hard work and unwavering commitment to our purpose.

Turning now to our expectations for the year ahead. Today, we are reaffirming the earnings guidance we provided in August at our full year results announcement. We are focused on continuing to manage our financial performance while we deliver the transformation. The actions we are taking will strengthen IDP's competitive position and capacity to capture growth when market conditions improve. While the near-term environment remains dynamic, we believe IDP is well positioned for the future.

The international student recruitment market is changing. The matching process between students and university partners is becoming more complex with value shifting from primarily delivering volume through the funnel towards delivering quality matching outcomes. For both students and university partners, trust, quality signals and dynamic matching are becoming even more valuable.

Now this very much plays to IDP's strengths. We have trusted reach through our brands, our global counselor network, our digital channels and more than 1,000 established university partnerships. We also have a significant data advantage with visibility across student behavior, applications and outcomes at a global scale. Our transformation is designed to bring these strengths together. By combining our people, our reach, our data and technology, we can deliver more personalized student experiences, better outcomes for our university partners and greater productivity.

While the near-term environment remains dynamic, we believe these strengths position IDP well for the future and give us the capacity to capture growth as market conditions improve.

FY '26 demonstrated our ability to execute. We met our earnings guidance. We exceeded our cost reduction targets. We strengthened the balance sheet, and we continued investing in future growth.

To our shareholders, thank you for your continued support. And to our people around the world, thank you for your commitment to our students, our test takers and our partners. I'll now hand you back to Tracey.

Thanks, Tennealle. I'll now turn to the formal business of the meeting. Notice of Meeting has been made available to shareholders and is also available through the Investor Center. Before discussion of each resolution, the proxy position will be displayed on the screen.

Subject to the voting exclusions described in the Notice of Meeting for resolutions where the Chair has been appointed as proxy and is permitted to vote, I intend to vote those proxies in favor.

Shareholders and proxy holders may ask questions or make comments on each item of business as we move through the meeting.

We will now proceed to the items of business set out in the notice of meeting. Online questions will be moderated to facilitate the orderly conduct of the meeting.

The first item of business is to consider and receive the financial reporting documents for the financial year ended June 30, 2026. There's no resolution to be put to shareholders on this item. Our external auditor, Deloitte, is represented today by Travis Simkin. Travis is available to answer any questions relating to the audit, the auditor's report, the accounting and sustainability reporting policies or auditor independence. Please direct any questions for our auditor through me. I now invite questions on this item. David?

Thank you, Chair. Good morning. David Kingston, K Capital. Look, I won't dwell unduly on the past, but I think it's worthwhile saying that shareholders have had a fall from $37 to low $2s in the past 5 years, which is a pretty horrendous fall, $9 billion of lost value from the peak. The university owners were lucky they exited for over $3 billion around 2022, but the market cap today is just over $600 million. Welcome. Nice to meet the new CEO, albeit in your first 3 years, the stock has fallen 90% from over $20 to current level.

I note Blackstone's indicative offer. I note the response, Chair, from the Board IDP is in a strong financial position to continue to invest in the business in part through its strong balance sheet. Just firstly like to explore the balance sheet. You've got $252 million of borrowings. Yes, you've got $135 million of cash, but you've also got current payables of $154 million. Importantly, your current assets, Chair, $276 million, are only slightly above your current liabilities of $256 million. So not sure I would say it's a massively strong balance sheet, bearing in mind you're operating in an industry that is subject to political interference with the vagaries coming from that.

If you look at the balance sheet, there's $560 million -- $563 million of intangibles versus shareholders' funds of $398 million. Page 85 of the annual report says the group has conducted sensitivity analysis, which indicated that no reasonably possible change in key assumptions would result in an impairment loss. I do have a question for the auditor on intangibles in a minute. Challenge is, if you deduct the $563 million intangibles from shareholders' fund, you end up with negative NTA of $165 million.

I appreciate there's a lot of relationships. It's been a long-standing company, as the CEO says, your Net Promoter Score is good. So clearly, there are intangibles. But in my view, I wouldn't say it's monumentally a strong balance sheet.

If we look briefly at P&L, Chair, then I will come to couple of questions. With the statutory EBIT last year of $62 million, multiple adjustments increased adjusted EBIT to $123 million. Some people focus on statutory, some people look at the adjustments. Your statutory NPAT share is only $13 million, $0.044 per share. Again, multiple adjustments increase the claimed NPAT to $57 million, which is $0.20 a share, but the ongoing large add-backs do impact upon quality of earnings. Not everyone accepts all of those impacts as one-offs.

I note you have done a good job, Tennealle, if I can pronounce that Irish name, I presume correctly. Irish is taking over with Anne Brennan here. Watch out. We all like the Irish, but you have done a good job in cost out. And certainly, you have downsized the balance sheet. You've significantly reduced working capital, which has enabled you to drop debt and well done on that.

You have reduced the headcount, which you have to do given the revenue is declining and certainly excess working capital is being taken out. But the incremental net savings have probably peaked, Chair. I note that you're looking to spend $40 million on transformation costs in the FY '27 year, and only $15 million of incremental savings. So, good work. Congratulations on what you're doing with improving the balance sheet and the cash flow, but it looks as though the incremental gains are peaking.

I note you are guiding to $95 million to $115 million adjusted EBIT for '27. Macquarie report says the top end is challenging. There are few cynics out there who don't believe what you're saying. And there are capitalized flows coming out such as the cash flow impact of $40 million transformation process.

Question, please, Chair. I'd just be grateful if you or Chief Executive could give shareholders some comfort that while you're doing some good things, there's also been massive disappointment for shareholders and massive shareholder value loss. But your FY '27 revenue is likely to be down 20% or more. I appreciate you're stripping another $15 million out in costs. But normally, when your revenue is down 20% or more, your actual EBIT falls significantly. But you are on your forecast indicating that EBIT is down at the midpoint, just 15%. So your midpoint guide is $105 million versus $123 million last year.

So my first question is, I'd just be grateful if you could give shareholders some comfort as to why this is not an optimistic forecast, but a forecast that you can deliver on because superficially, with revenue down that much, you would normally expect that EBIT would be down more than 15%.

I'll just make one comment. And we have reaffirmed our guidance today, as you heard in Tennealle's remarks, we're very conscious of our requirements to disclose to the market if that's changed. So we will update our guidance if we're required to. But I'll let Tennealle speak about the confidence in meeting those targets.

Thank you very much for your comments. And firstly, I would like to acknowledge and appreciate that shareholders are disappointed with the share price at current levels, and we too are working very hard at the underlying drivers of the business. As you noted in your comments, industry conditions continue to be dynamic, but remain well outside our control.

Specifically, as it relates to your question, I think what you're doing there is emphasizing the management team's focus on disciplined execution. So as we navigate these dynamic market conditions, our focus firmly remains on those things within our control. So you will see a dedicated focus on driving yield improvement through quality and continuing to increase market share and a continued discipline around cost. It is those factors that underpinned our FY '26 performance where you saw that our revenue performance strongly outperformed the underlying volumes. That is what gives us confidence in our ability to execute.

At the same time, we are taking steps through our transformation to build resilience into our business model and making investments that will serve to support earnings growth, not only in the period as you referred to the $15 million benefit in period, but setting us up for growth and future opportunities in later periods. So I particularly call out the work we're doing in investing in things like our foundational infrastructure to support productivity within the business as well as investing to build out unique propositions in student placement that will underpin conversion improvements and market share growth. So market conditions are challenging, no doubt, but we are absolutely focused on delivering on those things within our control while we reposition the business for growth. And I think our results in FY '26 demonstrate our ability to be able to do that. Thank you.

I think just a brief follow-up. Look, again, I respect what you've done with cost out and working capital has been reduced and that's strengthened the balance sheet from, in my view, a moderately weak position. But I'll just give you a bit of feedback. The market is skeptical. There are brokers who are saying they are not particularly confident in your forecast, even though it's been reaffirmed today. It's just so critical to the credibility of this company to deliver on that forecast. Obviously, shareholders -- long-term shareholders, I'm a short-term shareholder, but have been smashed. So it's up to this company to actually prove it can deliver and turn around the absolute malaise and shareholder value.

Chair, second question on the account is...

Can I just respond to that, David, if I may, just for a minute because we have just spent actually quite a considerable time over the course of the last 3 or 4 weeks speaking with our longer-term shareholders. So Michelle Tredenick, who's the Chair of the Remuneration Committee and myself have met with shareholders who account for more than 60% of our invested shareholder capital over the last few weeks. And they share your disappointment in the performance of the share price. It obviously gives them a difficult experience. They're also very confident in the performance of the management team and the Board to respond to the current conditions.

In terms of any kind of uncertainty regarding the forecast, it doesn't reflect the ability of the management team to respond to a changing environment. It reflects their uncertainty about the environment itself. And so you'll find if you go to those analyst reports that you're referring to that the volumes -- student volumes and their assumptions on what they might be are the driver of those differences.

And look, good luck. You've certainly done some good work in FY '26, but the jury is still out, which is why the share price is so low.

No one knows what will happen to student volumes until it happens.

And look, as we know, in sport or in business, you focus on what you control and you control costs. You've done some encouraging work there. So that's a step in the right direction.

Look, my second question, Chair, is to the auditors. Just be appreciate if they could amplify because I don't think it was listed as a key risk, whereas I thought I would think it should be a key risk auditors. What testing have you done to confirm you're comfortable with $563 million value on intangibles, bearing in mind, we all accept what you say, Chair that there are a number of unknowns out there, government policy -- Pauline Hanson, bookmakers have a 4:1 to be the next Prime Minister, which would be a bit scary. That's my view anyway. So there's a lot of unknowns. So interested in the auditors, what testing have they done to confirm $563 million intangibles is legitimate. And what is a realistic worst-case scenario for revenue, obviously, they've got to look at revenue and DCF. Given the major tightening, political tightening in student visas. Clearly, when they assess $563 million, they do a DCF and various other things. So I'm just intrigued as to how they've assessed it. Thank you, Chair.

Thanks, David, and we'll direct that question to Travis.

Thank you, shareholder. In terms of my response, I'll frame it in the context of the conduct of our audit, so responding to the work we performed on the impairment testing. I might ask management or the committee to discuss anything specific you have questions around the business or key assumptions. Ultimately, they're responsible for the preparation of those models and the financial report as a whole.

Just for context, our responsibilities are set out in our audit report, which is included in the annual report in terms of the scope of our audit and the context of our work. For the goodwill, in particular, our focus has been on looking at the future cash flows in terms of understanding the forecasted period and also the growth assumptions factored in.

In terms of the risks and opportunities that are presented for the group at the moment, we took into account our understanding of current market conditions. Management performed sensitivity analysis on those assumptions. And what we found was that there was sufficient headroom at the point in time to support the carrying value of those assets. There is undoubtedly volatility in the market. And so certainly, in terms of the disclosures in Note 12 to the financial statements, you can see the assumptions that are set out in there. And there is some discussion around estimation uncertainty in key markets, in particular, with the English language testing business. But ultimately, our conclusion was that there was no impairment at 30 June this year.

Thank you. Any other questions on this matter?

Okay. So agenda Item 2 relates to the election of Anne Brennan as a Director. Anne was appointed as an Independent Nonexecutive Director on the 14th of September this year. And in accordance with the company's constitution and ASX Listing Rule 14.4, offers herself for election. Her experience, skills and qualifications are outlined in the Notice of Meeting. I now invite Anne to say a few words.

Thank you, Tracey, and good morning, everyone here today. As Tracey said, I joined the Board on the 14th of September, and I'm standing for election today. I'm an experienced Nonexecutive Director and have been for the last 18 years. I've served on a wide variety of Boards, including Argo Investments, Charter Hall, Spark Infrastructure and Tabcorp. I'm also on the Board of GPT and The Lottery Corporation.

During my executive career, I was the CFO at CSR and Finance Director at Coates Group. And prior to that, I was a partner in 3 professional services firms, Ernst & Young, Arthur Andersen and KPMG. Initially specialized in audit, but really substantially spent my time in corporate transactions.

I bring a range of extensive commercial finance, governance, risk management and capital management experience and from a portfolio of executive and nonexecutive roles.

IDP is a market leader in student placement and English language testing. Its global reach and unique offering enables IDP to add more value to all stakeholders, students, communities, universities and shareholders. IDP has a clear strategy to navigate challenging market conditions that we've all heard about today with a focus on market share growth, margin management and innovation to drive long-term value for shareholders. If elected to your Board today, I look forward to working with your Board and the management team to deliver the company's strategy and deliver increased value for shareholders. Thank you, and I hand back to Tracey.

Thank you, Anne. The proxy position in relation to this resolution is now set out on the screen. I now invite questions or comments on this resolution. David?

Thank you. Look, I've had the pleasure of meeting Anne before. So welcome, Anne. I do think as well as being part of the Irish mafia, it's also the GPT mafia here, joke. But look, I think Anne's background is perfect. I think education is a fantastic industry, but there are a number of people in my experience in education who get carried away with the beauty of education and the importance of education and don't spend enough time on the financial returns. And in my view, that's probably one of the reasons this company has underperformed so substantially.

But look, I think, Anne, you've got a terrific financial background. So I think your credentials are excellent for this company. Go hard, Anne, because you're going to be judged on the actual financial performance. The market has had a gut full of excuses. And there are some things outside the company's control. But at the end of the day, the share price malaise is so severe. So I think Anne's background is fantastic. But just one question for Anne.

In my opinion, and I've got a bit of experience, I think every successful business person has a degree of paranoia. Paranoia is good to a degree, confidence to paranoia. What keeps you awake at night, Anne, before you decided to join this Board, what keeps you awake at night? What are your biggest concerns as to potentially risks going forward for this company? I appreciate your thoughts.

That's a huge question. Unfortunately, I haven't had any sleepless nights so far. Look, it's -- I mentioned that it's a global business. And there's such a range of different policy settings right throughout the world in what is a really important sector. And I think what the management team has set as a strategy and the Board fully endorses is that we need to be able to navigate the varying settings that there are in terms of policy. And in that sense, that is variabilizing the costs and improving the balance sheet. You talked about that quite a lot earlier so that you can navigate those changing circumstances, many of which are outside our control. So really, what I'm looking forward to is working with the team to implement the strategy and to be able to navigate what policy settings that were dealt with.

Thank you. Before we proceed to Item 3, I would like to pause to acknowledge the tremendous contributions that have been made by outgoing directors, Ariane Barker and Andrew Barkla, who will retire from the Board at the conclusion of today's meeting. Ariane and Andrew have each made significant contributions to IDP during their service as directors. Ariane is a long-standing Chair of the Audit and Risk Committee; and Andrew is the previous CEO, whose insights into the industry have been invaluable. I now invite Ariane, followed by Andrew to say a few words.

Thank you, Tracey. And it has been such a privilege to serve -- to have served the IDP Board since our successful IPO in 2015. Our mission is real to me like many of you, I was an international student. My parents migrated to the new world from the old. I myself immigrated to Australia, and I participated in the economy here contributing back. Most migrants, most international students are hardworking, and we contribute strongly to the economy.

My mother taught me that I -- my mother was a teacher, and she taught me that an education is nonnegotiable, like many of you. My story is far from unique. More than 6 million students now study outside their home country, a global market valued at over $200 billion, growing at more than 4% a year. The projections are that this number is going to grow to 9 million to 10 million students by 2030. Most migrants who take this path are well educated. We contribute to the fabric of society, apply our skills and experience and pay taxes to support and build stronger economies for the countries that we call home. I believe in the benefits of the international education system, which enriches individuals, enriches communities and contributes to growth.

During my tenure, we have ridden waves of remarkable growth, technology innovation, steered the organization through unprecedented challenges, including COVID. Yet through every cycle, IDP's core purpose has remained steadfast. Navigating these turbulent waters is only possible when you have the right people in the room. I want to pay tribute to our leadership team. This sheer quality, high caliber and extraordinary work ethic of this group led by Tennealle are world-class. It's been a privilege to work alongside each of you.

To our shareholders and community, I leave you with this conviction, international students will not give up on their ambitions. We are resilient, determined and adaptable. Students will continue to navigate the winds of change, and IDP will be right there beside them, guiding their way.

Thank you to my fellow directors for your collegiality and strength of skills to equally serve the IDP Board and mission. I step away knowing that this company is in remarkably safe hands. Thank you for your trust, your partnership and your support. I'll now hand over to Andrew.

Thanks, Ariane. Thanks, Tracey, for giving me this opportunity. And good morning, everyone. What I've valued most throughout my journey with IDP is really the mission to help improve the lives -- people's lives through international education. Our students aspire to make the world a better place for themselves, their families and the communities they contribute to. Our education clients trust IDP to deliver outstanding quality outcomes in support of their international student goals.

IDP is the global leader, and I'm incredibly proud to have contributed to that journey through the successful IPO in 2015, followed by a period of strong growth and technological innovation. The challenge of navigating COVID and the integration of a number of acquisitions to support our ambition through my time as CEO.

Moving from CEO to a Nonexecutive Director presented a unique challenge. But larger than that challenge really was the shift in the operating environment that our Board and our new CEO, Tennealle, had to face an environment where political pressure led to unpredictable and negative policy settings required swift shifts in our strategy. I mean this is a test for any Board. We, as an aligned Board and executive had to take some strong actions to optimize IDP for this new environment.

The relationship between the Board and the management team has really been hardened by fire through the last couple of years, and I believe is absolutely aligned to what needs to be done to continue to build on our leadership position in the industry.

I'm personally very confident in the international education sector. It plays a large role in contributing to the economies of the countries that IDP operates in, and it's also very strongly aligned to the skills required for the innovation in those countries that they critically need.

To my fellow directors, thank you for your camaraderie and dedication to the mission. I mean, Tennealle and the broader IDP team, I've been immensely impressed with how you've responded to the recent industry challenges. The culture and engagement of the team remains extremely strong. You've built a more resilient IDP through improvements across our geographies and operations whilst also driving a significant transformation and innovation agenda to create even a stronger company going forward.

I'd also like to today acknowledge the shareholders who continue to believe in and support our company. IDP is in strong hands, and my IDP experience will always be a very treasured part of me as I leave this position, and I wish you all the best in the future. Thank you. Thank you, Tracey.

Thanks, Ariane, and thank you, Andrew. So back to the formal business of the meeting and turn to Item 3, the adoption of the 2026 remuneration report. The proxy position in relation to this resolution is now displayed on the screen. Based on the proxy voting, more than 25% of votes cast on the remuneration report were against the resolution, resulting in a strike against the remuneration report. It's obviously a disappointing outcome for us.

As I mentioned earlier, we have been pleased with the engagement with shareholders. We've spoken with more than 60% of our shareholders, also the proxy advisers about our remuneration settings. The important changes that we've made to the remuneration framework in recent years have been welcomed by shareholders, but we do recognize the concerns expressed about the remuneration quantum in the context of the impact of market conditions on IDP's market capitalization. Boards consider this feedback carefully. Our responsibility is to strike the right balance between responding to shareholder expectations, aligning executive and shareholder interests and retaining and incentivizing the high-performing team that's needed to deliver IDP's strategy and long-term value.

Are there any questions on the remuneration report? David?

Thank you, Chair. Look, you're absolutely right. Balance is important. There are 3 stakeholders here. The students, great company. As we've heard, Net Promoter Score over 70%. And that's essential to have the relationship with the students and the reputation of integrity. So well done on that.

The second level is management. Look, I'm a huge believer in paying good remuneration for quality management. So I don't, in principle, have a problem with that, albeit I'll make some comments in a second. I think some of the things are excessive.

The third thing is the third key stakeholders, shareholders who have expressed an opinion as we see another strike. I think there's a strike last year as well, I think. So it's ongoing, and I'll make a couple of specific comments.

I think the remuneration is too high. I'm an investment banker by background. So I love high remuneration providing this performance. But Tennealle seems very capable, but a total maximum remuneration of over $4 million. I believe actual remuneration last year was around about $2.2 million. The finance plus [indiscernible] maximum nearly $2.5 million. Actual last year, $1.2 million. Now they're big numbers for $600 million market cap company. And as I said, I'm not negative on remuneration. I welcome people getting paid well for results, providing shareholders receiving an outcome. Andrew Barkla spoke very well before, but he received $37 million back in 2019. So that was a nice bonus, Andrew.

I welcome you, Tracey. You're a very decent person, very fair, very experienced. So you've only been Chair for a year. I'm sure you'll make a good difference. I think there's plenty of work to be done because I think the Board has indicated to be frank, it is tone deaf. We'll get to Resolution 4(a) and 4(b) later. But in my view, Chair, it's embarrassing to put forward Resolution 4(b) to turn it down, amend it and then have to actually withdraw it. That's embarrassing. And in my view, it's excessive. I don't think it should have ever been put forward.

But at the end of the day, I welcome you as the new Chair, Tracey, I think you're very capable. I just think you've got to get the right balance. I don't think you've got the balance at the moment because the shareholders at a terrible run and yet the remuneration in this company for a $600 million company is very high. Thank you.

No question.

Do you agree? Does that make any impact? And you've now had another strike. Do you think you are being tone deaf, or the Board rather, Chair of the Remuneration Committee, Who's the Chair of the Rem Committee?

Michelle?

Michelle, I think you're being tone deaf. I think you're putting forward things that the shareholders are extremely unhappy with. They rejected 4(b), and they're now giving you another strike. I think you don't have the right balance. That's my opinion. But Chair, do you think you are going to change this significantly going forward?

Well, let me comment on that. Obviously, we don't think we're tone deaf. Otherwise, we wouldn't be here talking to shareholders, and we wouldn't have spent a considerable amount of time over the last several weeks consulting with shareholders and proxy advisers. We like to think of ourselves as receptive to feedback actually. We've consulted with shareholders quite considerably over the course of the last 3 years. I preceded Michelle as Chair of the Rem Committee. And so both of us together have spent quite a lot of time consulting with shareholders about our remuneration framework over the last several years.

It's fair to say that there did need to be a change in the structure of remuneration as we enter difficult times, and we have made considerable changes. I mean I know you're only a recent shareholder, so you may not have had a chance to look at the cumulative changes over the last several years, but we have made some significant changes to our remuneration to make it more adaptable to declining profitability.

The main concern that we hear from our shareholders is about, as you pointed out, David, the magnitude actually of fixed rem in comparison to the market capitalization of the company. I will point out that in terms of pay being linked to performance, over the course of the last 3 years, there has been 0 payout on the long-term incentives. The long-term incentives will not -- are very unlikely to pay out at all this year as well. So those maximum figures that you mentioned have no hope of being reached at all in the last several years.

And on the STI performance, the KMP that you referred to have received less than 50% of the potential STI that they can achieve should they meet all of the KPIs that are set for them by the Board. So there is a linkage to performance in the pay.

The balance that is faced by the Board is around fixed rem. And from our perspective, the fixed rem is not something you play around with on a year-to-year basis. So we do think that -- we've been responsive. We don't consider it embarrassing to pull the TPI. We consulted with shareholders. I mean the way that this Board has to work and the management team has to work in this environment that we're in over the course of the last several years is that we have to be nimble. We have to be quick. We have to respond to conditions as they unfold. And so it was our view and remains our view actually that retaining people who are critical to getting the transformation program completed in the shortest period of time.

This is one of the most important programs that IDP has ever undertaken. And it will not be -- it's not a trivial thing to substitute people in and out should someone leave during that period. And so we judged that, that was an important thing. But we listened to shareholders. And in fact, several shareholders, almost all of our shareholders that we spoke to and who are active shareholders in IDP, some of them had voted against the rem report. But when we pulled the TPI, they changed their vote. So I think that, that is an example of constructive shareholder dialogue and engagement.

Just one brief follow-up. And you're a very intelligent person. Great to have you as Chair from last year. So we welcome that. But the company used to be a $10 billion company. It's now a $600 million company. Shareholders have been torched if they've been in there for 5 years. I totally agree with you, Chair. You cannot react month-to-month, year-to-year, but this has been a 5-year malaise. And in my view, actual rem of a couple of million dollars, maximum over 4, throwing in extra incentives under 4(a) and 4(b), in my view, was tone deaf, and you may not agree with that, but the shareholders have voted and you've withdrawn 4(b). But all I ask is that people get the right balance. Quality of product for students is essential. Without that, you don't have a business. Looking after the management team beautifully, fine. I'd love you to be able to get $4 million, providing the share price goes up. But you've got to be fair to the shareholders and the shareholders have been treated very poorly by this company from before your time, Chair. Thank you.

Thank you, and thank you for your comments. We'll now turn to Item 4.

Sorry, there's an online question. So we'll move to online questions. Stephen Mayne. There was a 38% rem strike today. Which of the proxy advisers recommended a vote against the remuneration report? What reasons did they give? Also, what proportion of our share register do we estimate is still owned by universities? And did we have any engagement with those university shareholders about remuneration issues and voting that is playing out with today's strike? Will we make changes as a result of the strike? Or does the Chair think it is more just shareholders rushing out due to the share price performance?

I think I've actually answered most of the content of this question, but I'll try and answer the parts that I haven't seen -- that I haven't answered already. So all the proxy advisers voted against the remuneration report. They were very influenced by the transformation award, but also the reasons that I articulated earlier -- sorry, Ashley, can you go back to the question?

Yes. Just going back to the question.

Yes. In terms of the proportion of our share register is owned by university, it has declined significantly from the 50% that it used to be, and it is about 5% now. We do engage with universities, but it's actually quite a difficult exercise because they don't have a kind of Investor Relations person who's the obvious person to liaise with. But when we know the right people, we do engage with them. I don't think many of them actually voted before -- certainly before this meeting. And shareholders do tell us that one of the reasons that they vote against the rem report is because the share price performance is so low. It's a shareholder experience reaction. So it does influence the votes, absolutely.

Thanks, Ashley. Were there any other online questions?

Yes, there was one other online question on the remuneration report. How are shareholders supposed to be heard when the directors do indeed come across as tone deaf by fobbing off good questions. And that's from Catherine Baker.

Sorry, can you repeat the question?

Yes. How are shareholders supposed to be heard when the directors do indeed come across as tone deaf by fobbing off very good questions.

Well, we have actually engaged with shareholders significantly. So I'm actually unaware who Catherine is, but very happy to have a discussion with her at some point.

There are no further questions on the remuneration report.

Okay. Thank you. So we'll now turn to Item 4(a), which seeks shareholder approval for the grant of LTI performance rights to Tennealle on the terms described in the Notice of Meeting. The proxy position in relation to this resolution is now displayed on the screen.

I now invite questions on this item.

Thank you, Chair. Look, Tennealle, as I mentioned, I delighted if you get outstanding remuneration, so providing shareholder value improves. Just interested in your background, you were CEO of Adore Beauty. I think over your period, Adore fell from $6 to around $1 in 2023 when you left, and it's now $0.26. Now that's not your issue. I think it was an overhyped company. Private equity pumped it up.

As I mentioned earlier on, since you've joined in '23 here, the share price has fallen from nearly 90%. Let's just put it down to bad luck, and let's look forward with optimism that you can turn it around, and we can talk to you next year and say congratulations. The stock has doubled.

But I do -- I see the proxy Chair going to approve this. Obviously, there's been a lot of dialogue with the big shareholders. So they have voted to approve this, and they've also voted against 4(b) and so you withdraw on that. So look, good luck Tennealle. You seem a capable person, but you're going to be judged by results. And talk is cheap. I think the biggest single thing for this company in education, there are a lot of very, very well meaning people who fall in love with education. And to be frank, in my opinion, you may disagree, they neglect shareholder value or they don't focus well enough on that.

Relationships only work if everyone gets a fair return. There's 3 parties here, I say again, the students, the management and the shareholders. I think 2 of those parties are doing pretty well. One party is getting an appallingly bad outcome. So please, in your role as CEO, focus on delivering something to the long-suffering shareholders. Thank you. No question, Chair.

Thanks, David. We always appreciate advice from shareholders. And there was no question, but I might just take the opportunity to make a comment. As you pointed out, sometimes CEOs can just be in the wrong place at the wrong time when share prices dive. I don't think I've worked with a CEO who is more focused on shareholder value than Tennealle is. And as you pointed out, I've worked with a lot of CEOs and a lot of boards over a lot of years. I'm very clear eyed, very focused on delivering value, very focused on doing the things that she can do that are within her control and picking the right team to help her do it. And so that's one thing we can have control over now is having the right team that will make the appropriate choices and the appropriate investments to stand us in good stead for the future.

If it becomes apparent at some point that we need to make a choice to become a much smaller company, we will do so. I mean we've already reduced -- I mean, just as a very tangible example, I mean, we've reduced the number of employees at IDP, for example, from 6,000 to 4,800. And we will continue to make the changes that are necessary. So I feel very fortunate to be Chair of this Board with a CEO like Tennealle.

It's encouraging to see 6,000 down to 4,800. But in my opinion, this company was somewhat bloated with the revenue being not decimated, but declining significantly. You are going to continue to work on cost out, which is appropriate.

Yes. No, we will continue to do that. And obviously, you're very experienced and a very sophisticated investor, and you know that there are different strategies that are appropriate for different phases in the company's history. And what you do in a growth phase where you're trying to keep up with ever-increasing numbers of students is very different to what you do in a phase like we're in now of extreme volatility and contraction. So I think the company has had very different strategies over a different time, and we're focused on the right strategy for this time that positions us well for the future.

And just one brief add-on. Obviously, Tennealle, good luck and hope congratulate you next year. But you're also going to be benchmarked against the Board as a whole has declined to engage with a highly conditional contingent indicative offer at $2.50. If the share price is $1.50 this time next year, people won't be happy. If it's $4, they'll be congratulating you and delighted to pay out all the incentives and increase your rem. Thank you, Chair.

Thank you. We have already covered this slightly. But as announced to the ASX on the 20th of October, the resolution relating to the proposed grant of the transformation rights to our CEO will not be put to shareholders at today's meeting. As I explained, there was a sound rationale for the proposed structure and the Board gave the proposed grant careful consideration. Feedback received through our shareholder engagement indicated the resolution was unlikely to attract sufficient shareholder support. The Board listened to took that feedback seriously and determined that it was appropriate to withdraw.

As I commented, the openness and constructiveness of the dialogue with shareholders has been very positive, and the Board remains committed to ongoing engagement as it considers remuneration arrangements going forward.

Are there any -- I think, David, you may have asked all your questions, but we do have time for general questions if you or anyone else would like to ask any questions. We do have some online.

I do have some other ones, if you like.

And we actually do have someone else. Just to break it up a little bit.

Thank you, Tracey. And my name is Helen. Before I ask my question, I would like to share -- and I would like to say a huge thank you to IDP for the wonderful services provide to thousands, hundreds of international students like myself and to realize their dream. And I have to say, without IDP's services many years ago, I wouldn't be able to come into Australia to start my professional career as a chartered accountant became a CFO, Company Secretary now my portfolio Board journey. So a huge thank you, Tracey, the whole Board and Tennealle for the wonderful services you provide to the international students. So my question is more related to the business resilience as we all heard the huge impact on government policy changes and geopolitical uncertainties. I'm keen to hear from Tracey what are the early warning indicators Board would focus on moving forward and how would IDP prepare and respond to those uncertainties?

Well, first of all, lovely to see one of our successful student placements to achieve such success. And thank you very much for coming to our AGM. It's a delight to see you. And thank you for your question regarding the geopolitical situation and what we look for. I mean the most important thing, Helen, I think, is what we've discussed actually throughout the course of this meeting, which as has been pointed out by other shareholders, we need a different strategy for a period where we're not in a situation where student volumes are predictably growing every year. The operating model that IDP had for an external environment where student volumes were growing every year is quite different from an operating model that can nimbly ramp up and ramp down as student volumes do the same. And so the most important thing that we can do is the strategy that we've articulated today and that we've explained to you.

In terms of the actions of government, I mean, IDP actually does have quite a considerable presence with governments around the world, and we're often asked, I mean, not what the policy should be, but we're asked for our information and data because we are one of the most important sources of data regarding student preferences and student volumes around the world. But what we can do is focus on things that are in our control, and that's what we choose to do.

It is encouraging to see in Australia as we've had an increasingly kind of -- what's the right word, almost like a battlefield between the various political partners using immigration as a topic that more recently, as we've got to the more extreme outcomes, there's been a reminder from key political figures and key global figures about the economic importance of immigration and international students as Australia is going backwards economically that perhaps it's time to think about being positive about that. But all we do is look at the numbers and focus on the things that are in our control.

Tracey, [ I'll jump in ] if that's okay. Firstly, Helen, thank you so much for sharing your journey and congratulations on your incredible career. But what you've done today is brought into the room the true impact of the work that we all aspire to do. So thank you for sharing.

Your question on what are the lead indicators or how do we think about things. What we know in terms of our students is they need to see stability and certainty in policy settings so that they can make the right choice in what is a very important next step for them. So what we would be looking for is when some stability comes to policy settings.

As Tracey rightly touched on, we have seen quite a volatile environment around policy settings changing across all of our major destination markets. And IDP, again, as Tracey touched on, is very well placed because of our global scale, because of the insights that come from the data that comes across our platform and the very early view that we get of student sentiment, student behavior, we are able to see the impact of those policy settings quite early. And we engage very constructively with the entire sector. So with governments, with our university partners to work through how do we support students in that dynamic environment.

But if we step back just a moment from the current near-term volatility, and we look forward to the future opportunity, I think your story brings it to life. What we know is international education continues to be critically important, and there are structural drivers for growth over the long term. What we know in all of our source markets is exactly what you've articulated. There is a strong underlying demand for international education because it is such an important step for people looking to build a career through education, looking to support their own growth and their families. That hasn't gone away. We've seen demand continue to be strong in all of our source markets.

What we also know is in our destination markets across Australia, the U.K., Canada and the U.S., they're all facing similar demographic challenges, and Tracey just touched on these. In those more mature markets, we see demographic profiles that include declining birth rates, aging populations, which means there is a need for access to skilled workers and a need for access to international students to support their domestic education infrastructure. So that continues to be in place. So we believe what we're navigating now is more political. But if you can look through that, the long-term drivers of growth remain intact, and that's because the work that we do matters so much. So I just want to say thank you for sharing your story with us.

If I can just add on what you mentioned earlier in your CEO's presentation, those new centers opened in China and those online community that has established I see such a positive signs, and I can see from China. And in China, family placed huge investment on their children's education. So I see a huge potential, and I think that's a really great strategy. And I do wish IDP will thrive in the future and help many more international students. So thank you for the great work.

Thanks. David, did you have another question?

Thank you. That was refreshing to have a positive person not talking about financial performance. But Tennealle had a huge smile on her face for the first time in the whole meeting anyway.

I take it personally.

Look, just 2 questions, and they're friendly questions. Look, a number of brokers think you are going to be lower on revenue again in FY '28. I know you don't want to forecast that far out. But just the first question is just appreciate some indication. We know Australia is tough politically. Some of the other countries are better than Australia. But just a bit of a framework about where do you see Chair going out to '28, where do you see the splits of revenue between the various countries? Australia is probably declining, but you're doing some good stuff overseas where the declines are not as severe.

And my second question is a general one that if you or Tennealle could just give us a little bit of color on what gains or cost savings you're achieving through AI. And also the big one at the moment is cybersecurity. Everyone is exposed to cybersecurity. AI, one of the problems of it is it's finding routes through everyone's IT systems to create cyber incidents. It's going to become a bigger and bigger issue. You're global. You've got some pretty complex systems, I'm sure. But just appreciate a bit of color on those 2 issues.

Thanks, David. And on the first question regarding forecast to '28 and splits of the various countries. I'm not really going to say anything that I haven't said. I mean I think you can almost answer your own questions because you've had such detailed answer in Q&A throughout the course of our meeting. We obviously don't discuss forecasts beyond the guidance that we've already given. But I might hand over to Tennealle to respond to the second part of your question with regard to AI.

Yes, certainly. So we are focused on the role of AI, both in terms of how it is changing how students engage with us. And so what we've spoken about that from a strategic perspective is AI has resulted in, I guess, both increasing the importance of a quality match between the student and university, but also increasing the complexity of achieving that match because there is a lot of noise in the signals. And so we are working very closely with students to understand how they're engaging with and using AI in their discovery process and working through how our strategy can adapt to be at the forefront of that.

At the same time, we are also working through how we leverage to build off the reach, the scale and the quality of human connection we have through our human counselors, how we can amplify that through, like, using increasing AI, but also more broadly technology and digitization to drive improvements in how we deliver outcomes for students.

For the types of business drivers that you'll see improving as a result of that, we are deeply focused in how we can leverage digitization technology and AI to drive improvements in conversion through our funnel in reducing cost to serve and improving outcomes for students in terms of the number of those that successfully result in an enrollment and arrive onshore and actually study. So you'll see us focusing on AI and technology, but very much as an enabler to deliver the business outcomes that we know underpin growth over time.

Do you see any risks from AI? Because in a number of industries, you're not quite a middleman, but in one respect, you are, you've got the universities, you've got the students. With AI improving dramatically, do you see any risk that the students to some extent, not to a massive extent will go direct to the universities and cut you out. You've got Meta coming up in news recently. A number of retailers are quite concerned that the consumer is going to use AI to actually get a better price and to avoid the middleman. But -- and if you could also comment on cybersecurity because it is a massive issue. The -- as you may know, AI has developed a way through a lot of IT systems. The geniuses on cybersecurity are working intensely to try and countervail those increasing attacks on cybersecurity, but how vulnerable are you?

Yes, certainly. So let me take the 2 parts to the question. The first part to your question is essentially how do we think about the role of AI disrupting the business model. And this is something that we have worked on very closely in terms of the evolution of our strategy and work very closely in understanding it from a student and a university partner perspective. And I will draw a little bit on my experience that you referenced earlier, but I think the key point of differentiation here is a student choosing to study overseas is making the most important purchase decision that they have made in their life to date. They're investing a significant amount of money. They're typically making that decision with the support of parents. It's quite different to buying skin care, referencing my previous job at retail.

And so I think against the backdrop of an incredibly high stakes high-impact purchase decision, what we have learned is that there is an important part of the role that we provide that is anchored on confidence, trust and human connection that is best delivered through human. So in fact, what we are seeing is in an increasingly AI-enabled world, where it is both much easier for a student to apply because AI supports that application process. What we are seeing is students are applying more frequently. But equally, it's much more difficult for universities to assess the fit and quality of a student where applications have been generated with the support of AI tools. In fact, the role of IDP and particularly the role of the knowledge that we have on platform through our data to support a better quality match becomes even more important.

So when I was speaking earlier about our strategy, the value that we will provide increasingly is the preciseness and the quality of the match to make sure that the right student is going to the right university. That's an even more important problem to solve in an AI-enabled world. So very much, that's where we're focused from a strategy perspective.

How do we leverage the assets we have around quality, trust and connection upfront, amplifying that with the scale of our underlying data asset to deliver value into the ecosystem that simply isn't -- can't be delivered by anyone else. So we're incredibly excited by that strategy.

The second part of your question is something that we are deeply focused on, which is how do we think about the work that we are doing in cyber to ensure -- and it links very closely to the positioning we have around trust and quality to ensure to the greatest extent possible, we are making the investments to be able to defend effectively against cyber. So you referenced the fact that we operate globally, and we're increasingly digitizing how we deliver our value to our customers. As part of that and as part of the investments we're making underneath the heading that you'll see enterprise foundations is a continued maturing of our cyber ecosystem and defense network. So a large part of the investment that we're making there is continuing to upgrade and elevate that.

We do have a few questions online as well. So the first one was regarding why we moved the AGM to Sydney?

And -- which enables me to give a little promo for our conference. So IDP for 40 years has run Australian International Education Conference. It's, I think, the largest conference of its type in the world, and we do it in various cities around Australia. We decided to coincide our Board and Annual General Meeting with the conference this year to give Board members, directors the opportunity to, first of all, spend time with our global management team who have all flown in for the conference and also importantly, to experience the conference for firsthand and to meet with other stakeholders, including university clients, some students, partners -- and Michelle and I invited all the shareholders that we met with to attend as well. I don't know if we'll see any of those. So that is why we did it in Sydney, and we're also asked whether we would publish the webcast, and indeed, we will.

Thanks, Tracey. There was one final question. Congratulations to Tennealle, Kate and the team for costs. With the shortage of trade qualified workers in our 4 English-speaking countries, is there scope to extend our services to quality TAFE and similar institutions similar to our university services?

Question two, with AI becoming a bigger part of our business, what steps are we taking to improve the knowledge and skills of our Board?

Okay. Thank you. I might ask you to do the first part, Tennealle, and I'll do the second part.

Yes, certainly. So look, what we are able to do, again, with the early view and the breadth of visibility we have in understanding where students are traveling is get lead indicators where we're seeing shifts in student demand and other things. So that will inform where we see opportunities to further extend, whether that be into new vertical segments, new geographies, things like that. But if I take a step back in terms of our strategy, strategy is about focus and making strategic choices. And because of the scale of the opportunity that we see in our core business through executing what we've spoken about here, from a strategy and strategic choices perspective, you will see us continuing to work through how we add value in our core segments as the primary focus.

Thank you. And with regard to the knowledge and skills of our Board, I mean, first and most importantly, we talked a little bit about Board renewal and adapting -- making sure that we focus on the skills and capabilities that are required for IDP to be successful in the future. And so we have focused on recruitment. And we did announce, when we announced Anne's appointment, we announced the appointment of Tracey Ah Hee, who will be joining our Board later this year. And Tracey has extensive experience in the digital AI technology space from many different perspectives. So she's worked for professional services in that capacity in a corporate capacity using those skills. And she's also established and invested in her own businesses very successfully in that area. So Tracey is actually here today in the audience, but we're very excited about her appointment and look forward to welcoming her in the board room.

In terms of just generally on the Board, we also have Michelle Tredenick. Michelle is not just Chair of the -- wait, she is Chair of the Rem Committee. She has a lot of other things that she adds to the Board, including her experience as a Chief Information Officer at one of our large banks and other relevant experience. And Michelle has actually coordinated with our IT department to make sure that directors are receiving ongoing education in all aspects of use of technology that are relevant to our jobs. So we feel quite well looked after by IDP in that regard.

Any other questions?

There are no further questions.

Great. Well, as there are no other further questions, I can confirm that voting is now closed, although I think we need to do a round with the ballot box for those who still have their voting cards. And that completes the business of our Annual General Meeting. Thank you all for your engagement and questions today. The final poll results will be released to the ASX and made available on the company's website later today. As I mentioned, the webcast of the meeting will also be made available. Thanks to everyone who joined us here in Sydney. Also to those who joined us online. Thank you for your ongoing support of IDP. I now declare the meeting closed.

Good morning. Welcome to IDP Education's 2025 Annual General Meeting. My name is Tracey Horton, and I'm the Chair of your company. It's now 9:30 a.m. and as there is a quorum present, the meeting is now open.

I would like to begin by acknowledging the traditional owners of the land on which we are meeting today, the Wurundjeri people of the Kulin Nation, and pay my respects to the elders, past and present.

On behalf of the Board, I'd like to welcome all shareholders, guests, and other visitors attending in person and also via online platform. Shareholders participating in the AGM in person all through the online platform will have the opportunity to submit questions to the Board, management and also IDP's external auditors during the course of the AGM. Details on how shareholders can participate as set out in the notice of meeting. and in the online virtual AGM guide, which have been made available. Both documents are also available to view online and download at the bottom of your screen alongside the get a voting card and ask a question buttons.

While we will endeavor to answer all your questions today, if there are similar questions, we'll answer 1 from each group. Also, if we do run out of time, additional questions will be followed up after the meeting.

I now formally open the poll on resolutions. All polls will remain open until 5 minutes after the conclusion of today's meeting. As we move through the items of business, I will respond to questions from shareholders and proxy holders. I'll take questions from the room first, and then we'll move to the online platform.

Joining me today, we have fellow directors, Board members, Professor Colin Sterling, Greg West; Ariane Barker; Chris Leptos; Michelle Tredenick, Andrew Barkla and Paul Rogan. We also have Tennealle O'Shannessy, our CEO and Managing Director; and Ashley Warmbrand, our Company Secretary and General Counsel present.

You can find copies of the Chair's and the CEO's speeches on our website, they have been released to the ASX this morning. This is my first AGM as Chair since my appointment to the role earlier this year, which followed the planned retirement of Peter Polson. Peter served on the Board of IDP for some 18 years, during which time the company grew from an Australian-focused business to a global leader in international education. On behalf of everyone here at IDP, I thank Peter for his important contribution over many years.

I'm looking forward to working with the rest of the Board and our leadership team to realize the opportunities in our business for you, our shareholders. I've enjoyed having the opportunity to meet with many of our large shareholders over the last couple of months and look forward to meeting many of you here in the room after today's meeting. Engaging with shareholders and understanding your perspectives is an important part of my role as Chair.

2025 has been a challenging year for our sector and for our company. As industry volumes declined significantly following the record highs that were reached in 2023 and 2024. This followed 2 decades of 6% percent compound annual growth running up to 2020 when the growth was temporarily disrupted by the global pandemic. Concurrent election cycles in our 4 key destination markets triggered restricted immigration and international student policy settings. Those caused a significant decline in volumes over the past couple of years. These dynamics have been more synchronized and indeed more persistent than in previous cycles, and they've had a direct impact on industry volumes and on IDP's financial performance in fiscal year '25.

At IDP, we did enter the year anticipating challenging conditions, and we set the strategy accordingly. Our leadership team focused on what was in their control, quality, yield discipline, market performance and cost control, while maintaining the ability to be agile in response to an expected return to more normal conditions. However, policy uncertainty and volatility increased throughout the year. And due to the long-dated pipeline of our business, we now expect this disruption to long-term industry trends to persist in fiscal year '26.

In fiscal year '25, we reported adjusted group EBIT of $119 million, down from $239 million in fiscal year '24. Adjusted group NPAT was $65 million, down from $154 million the previous year. These results fell well short of our expectations and of yours. We are taking decisive action to manage financial performance and to position the business for the future.

At our full year results announcement in August, Tennealle outlined a multiyear transformation program. This will reshape IDP into a simpler, more agile, technology-enabled business with a more flexible cost base. This transformation program will deliver significant additional cost savings in fiscal year '26 and beyond. It will also focus investment on technology that improves the student experience and enables our teams to serve our students and engage with education partners more productively. These outcomes will strengthen our quality differentiation, reinforce our student-first approach and position us continued market outperformance.

On capital allocation, during the year, the Board refreshed our capital management strategy. Our priority is to maintain a strong balance sheet, apply clear discipline in capital allocation and to return surplus capital to shareholders where appropriate. As part of this review, the Board approved a transition to a cash-based dividend policy, ensuring sustainability and alignment with peer companies. The Board declared a final dividend of $0.05 per share, bringing the full year declared dividends to $0.14 per share.

Another important focus for us during the year was ongoing Board renewal. In addition to Peter's planned retirement from the Board in June this year, our long-standing director, Greg West; is stepping down from the Board at the end of today's meeting. On behalf of all of us at IDP, I'd also like to thank Greg for his important contribution to IDP over many years.

We are continuing the process of Board renewal to ensure we've got the right mix of skills, experience, industry knowledge and also fresh perspectives. In line with this commitment, our newly appointed Director, Paul Rogan, will stand for election today. Paul has strong commercial acumen, coupled with extensive experience across audit, risk and strategy. His understanding of international markets and digital first growth will also be valuable as IDP progresses the transformation strategy.

On remuneration, last year at our AGM, we received a first strike with 33% of votes cast against the remuneration report. Since that time, a new Chair of the Remuneration Committee, Michelle Tredenick and I have had the opportunity to meet with many of our shareholders and also the proxy advisers to discuss our remuneration settings and understand their perspectives. Cognizant of feedback, we've made some important changes to our remuneration settings and minimum shareholding requirements as well as enhancing our disclosure. The Board also exercised its discretion to significantly reduce the STI payment in light of the disappointing financial performance in fiscal year '25. We halved the outcome and we allocated the benefit as deferred equity instead of cash. Later in the meeting, we will discuss the remuneration report in more detail.

During the year, we also made important progress on our sustainability agenda. I encourage you to review our sustainability report for further detail on our commitment and progress towards building an inclusive culture and delivering social impact, managing our operations responsibly and responding to climate change.

Finally, I'd like to acknowledge our people, to Tennealle, our global leadership team and all of IDP's people around the world, thank you. Our teams have worked incredibly hard to support our students and partners while managing the business in a highly dynamic operating environment. They've moved quickly to drive the cost reduction and transformation program that's now underway. While we continue to navigate a challenging policy environment in the near term, we do remain confident in the long-term drivers that underpin our industry.

Universities will continue to seek high-quality international student placements and students with global education and career aspirations continue to want to study overseas. Being trusted by those students, test takers, partners and stakeholders continues to differentiate our business globally. In time, we do anticipate that the governments in our destination markets will ease the policy settings for skilled migration and international students. As developed economies with aging populations return to a focus on growth.

I'm confident in the underlying strength of our business, and I'm confident in the ability of our people to deliver the transformation program to position our business for the for the benefit of our customers, our partners and for you, our shareholders. I'd now like to invite Tennealle to share her report on the financial year.

Thank you, Tracey, and good morning to everyone who is joining us, both here in person and online. Today, we will reflect on our financial and operational performance for the financial year of 2025, a year in which we not only navigated challenging industry conditions, but also took decisive steps towards reshaping IDP for a stronger, more resilient future.

Let's begin with our FY '25 key financial metrics. As we shared in August, our financial performance for the year fell well below our expectations and yours. This was driven by ongoing policy uncertainty across our 4 key destinations. Australia, Canada, the U.K. and the U.S., which continued to reduce the size of the global international student and test taker market. This had a direct impact on our volumes with student placement volumes down 29%, and IELTS test volumes down 18%. Revenue declined 14%, which was materially better than the drop in volumes. This reflects both strong yield growth and disciplined execution. Overall, our adjusted EBIT fell 48% year-on-year, demonstrating both the challenging operating environment and the inherent deleverage in our business model.

Turning to costs. We made solid progress on cost management throughout the year. Direct costs were reduced by 6% and overheads by 5%, resulting in a $20 million reduction in our cost base. This was achieved by making difficult but necessary decisions about the shape of our teams, plus managing a disciplined approach to spending across all line items, including marketing, travel, technology and consultancies. These actions partially mitigated the volume-driven pressure on margins.

As Tracey mentioned, we've carried this focus into financial year '26, where we see further opportunity to simplify operations to resize our cost base and to accelerate our shift towards a more technology-enabled organization. Importantly, we finished the year with a strong balance sheet, which provides us with the flexibility to invest in transformation, to navigate ongoing volatility and to deliver long-term shareholder value. This financial resilience has enabled us to continue to invest prudently directing investment into the highest return opportunities that support long-term growth. Central to our strategy has been the use of technology to deliver differentiated services for our customers and to drive productivity across our teams.

Artificial intelligence has been a key focus area and 1 where we believe IDP holds a significant competitive advantage. Our AI tools, although in early stages, are underpinned by our comprehensive proprietary data assets built over many years of enrollment, eligibility and engagement insights. This foundation positions IDP to deliver AI-powered services that others simply can't match.

Now let me share with you how we're bringing this to life. We believe AI is most powerful when it enhances human connection. That principle has guided the launch of our counselor recommendation engine, which is now used by over 80% of counselors to deliver a more personalized guidance and to reduce manual course matching. This year, we also piloted our AI-powered student adviser Navi in over 10 countries. Navi captures student profile information 8x faster and connects outside of business hours and now qualifies 25% of leads in India. Enabling us to scale data capture, to power our matching services like FastLane. Finally, FastLane proposed. This is the next phase of our FastLane proposition, and it uses AI to deliver personalized offers from institutions within days, unlocking scale for client courses and international data across the FastLane ecosystem.

Moving now to language testing. This year, we launched our IELTS One account, making it easier for test takers to book their exams. And we've already seen a 6% uplift in conversion rates for computer-based tests. And while these innovations reflect our commitment to improving services for our customers, we also recognize there is more we need to do in order to position IDP to win in continuing dynamic conditions. As such, in August, we outlined our plans for a multiyear transformation program to reshape IDP for a fast-changing AI-enabled world. The first phase will focus on simplifying our operating model by reducing layers and duplication and optimizing our corporate functions.

At the same time, we are refocusing on high-value operations to deliver more profitable growth and streamlining and driving efficiency in lower-profit operations. Supporting this is a goal to centralize and leverage global purchasing power to reduce vendor spend, to consolidate our disparate systems and platforms and to standardize our processes. In parallel, we're laying the groundwork for future phases by further leveraging digital and technology to drive growth, to drive productivity and to support revenue diversification.

Although we're only 3 months into the year, we're already making strong progress, and we look forward to updating you on the future priorities of the transformation over the course of the next year. Changing people's lives by helping them reach their international education goals remains at the heart of what we do. And we are confident we can help more people more efficiently through our transformation program, providing more value for our customers and our business in the process.

Now before handing back to Tracey, I want to finish by acknowledging the IDP teams around the world. As we've commenced our transformation, we have made challenging but necessary decisions that have impacted the size and shape of our team, many dedicated and talented colleagues have left the organization. However, our teams have demonstrated remarkable resilience, and I'm very thankful for their expertise and their dedication to our purpose. Change is not easy. However, together, we are building a more agile and more focused IDP, one that empowers our people to do what matters most to help people achieve their international goals.

While acknowledging our teams, I'd also like to echo Tracey's comments and to congratulate Peter Polson for his tenure as Chair. Peter helped shape the culture of IDP and I'm also personally grateful for the guidance he provided me as I joined IDP. I'd also like to acknowledge Murray Walton and Warwick Freeland, our Chief Financial Officer and Chief Strategy Officer, who both stepped down this year after more than a decade each with IDP. Murray and Warrick were fundamental in shaping IDP's growth and culture. In acknowledging their service, I'd also like to welcome Kate Koch, our Chief Financial Officer, and Jen Fleming, our Chief Strategy Officer, to our global leadership team. Both step into IDP in a period of immense change, bringing valued skills, experience and perspectives to support the transformation and to lead IDP forward.

To close, I'd like to reaffirm our expectations for the year ahead. Our focus for financial year '26 is on managing financial performance and delivering on our transformation priorities. We expect that FY '26 adjusted EBIT will be in the range of $115 million to $125 million, consistent with the guidance we shared at our financial year '25 results announcement in August. This outlook is underpinned by a planning assumption for international student volumes to decline 20% to 30% compared to financial year '25, reflecting the annualized impact of policy changes made over the last 12 months, and aligned with current visa -- market visa data. We continue to remain confident in revenue outperformance driven by a focus on profitable growth and average yield improvement.

Student placement average prices are expected to grow high single to low double-digit percentages, and English language testing average prices are expected to grow at mid-single-digit percentages. Our adjusted EBIT will benefit from the transformation program, delivering a net $25 million reduction in our cost base in FY '26 with savings weighted to the second half.

We also remain confident in the long-term growth trajectory of our global market. The international education market has a long track record of sustainable growth, with a 6% compound annual growth rate delivered over the past 2 decades. While the past 18 months have been challenging, and we do expect this to continue in the near term, when we look forward, the macro drivers underpinning international student mobility remain compelling, with the market forecast to grow to 10 million students by 2030. And it is this longer-term focus we take into financial year '26 and remain focused on as we reshape IDP to capture this opportunity.

To you, our shareholders, thank you for your support of IDP throughout this period and for your belief in the life-changing services we offer. While we are operating in a disrupted environment, we have leading positions in large markets. We have deep customer trust and a clear plan to lead through the challenge, so we can continue to support the international students of today and those that will follow. Thanks, everyone.

Thanks, Tennealle. We'll now turn to the formal business of the meeting. The notice of meeting was sent to shareholders and a copy is available online on the ASX website.

I'd like to summarize the proxy and voting procedures for the meeting. Shareholders and proxy holders have the opportunity to consider and submit their vote on each resolution up to the end of the meeting. Following discussion on each item, the proxy results will be displayed on the screen, where undirected proxies have been given in favor of the chair, I'll be voting those proxies in favor of all items except Item 6, which I will be voting undirected proxies against.

Please note, only shareholders and proxy holders may ask questions. Online questions can be entered on the virtual meeting platform using the instructions on the platform or in the online meeting guide. All online questions will be moderated to ensure that they are appropriate to be put to the meeting, and we'll now move on to the items of business for the meeting as set out in the notice of meeting.

The first item of business is to receive the financial report for the year ended 30th of June 2025. Our auditor for the 2025 financial year, Travis Simkin from Deloitte is available to take questions relevant to the conduct of the audit and the preparation and content of the independent audit report. Please direct any questions that you have of our auditor through me. Are there any questions in the room?

Yes, please, gentleman in the middle there.

Good morning. My name is [ Peter Kelliero ], and I'm a very new shareholder in IDP. Just to clarify a couple of things. The past couple of years, it's fair to say it has been a challenging time for IDP. I've noticed that earnings over the past couple of years have gone from 2 years ago to $227 million to $119 this year, and the debt's gone up from $42 million to $165 million. It was actually great to hear talk of debt reduction and making some efforts to reduce the debt. One of the comments I read in the annual report to be fair, I haven't actually read all of it yet. Is it -- you believe that over time, the number of students you will actually gain will actually increase. Why are you so confident that the level that we have now isn't the new normal?

Thanks, Peter, for your questions, and welcome to IDP as a new shareholder. I'm very glad to have you, and thanks for showing up today. Good questions and ones that both the Board and the management team have been exercising their minds with regard. Look, I think in terms of the long-term structural drivers of the industry, we do remain confident that we will return to those historical rates of around 6% a year growth. The reasons for that is that we've experienced many, many years of consistent growth in international students prior to the pandemic. We did have a disruption with the pandemic. There was then a rebound and because of the increased number of students, that's what's been a driver of government reactions towards that.

We feel confident that students -- we know that students still want to study overseas. We speak to a lot of students. We know that for sure. We know that universities want to have those students in their campuses. We speak to universities. We know that for sure. And so really, it's about governments returning to more normal policy settings. Thank you for your questions.

So what makes you confident the government will return to more normal settings. There's a lot of pressure out there for some governments from the general public, to be frank, in anti-immigration push, I don't understand it because we -- the 4 countries that you mainly cover about to hit a major demographic bust, we baby boomers are retiring. And there's going to be a labor shortage, which is what the students, hopefully will help. So what makes you so confident that governments are going to act rationally.

Well, in some ways, you've answered part of your own question, I think, but because we agree with you, we think that over time, there will be pressure on governments to return to growth settings. International student demand has been caught up in the whole anti-immigration stance that governments around the world have taken. But we feel confident that within that sector that -- and we're already seeing in some jurisdictions here in Australia. There's been a little bit of an easing of caps. We feel confident that this is a segment of immigration that governments will welcome back.

Okay. One other question, the Canadian business. What's happened to the Canadian business? Why is it -- had such a bad year?

It's related to the political decisions that governments have made, totally related to that.

Okay. Even though Canada has a very competent economist as prime minister.

Well, we're hopeful that we might see a little bit of a change in stance of the Canadian government. But like you, we do not have a crystal ball. Thanks for your questions. Any other questions in the room?

Hi. Good morning. Good morning. If you were like, say, a fresh start-up and you had an untested business model, I would probably ask you for a 30-second elevator pitch for what your focus is and why you're irreplaceable. At the start of this meeting, we didn't really hear that so much we heard that your business is complicated and you're hoping to simplify. So I was thinking I might just put you on the spot and get that 30-second elevator pitch from you.

You mean why IDP is essential?

Basically, what your focus is, what you do, the function you perform and why you continue to be relevant?

Our business is that we place international students. We enable them to fulfill their dreams of international education by placing them in the universities that match those aspirations. We have done this for very many years. We've differentiated ourselves through really caring about the student, really caring about quality and making a good match between the student and the university of their choice. We've done this very successfully for many years. We're diversified. We've generally been able to withstand policy changes in various jurisdictions around the world.

This particular circumstances where we've seen policy changes in all of our major jurisdictions. But because we are the quality player, we are the leading player, we're confident in our ability to sustain ourselves through this difficult challenging period.

That's a good pitch. Okay. Now you mentioned simplifying. So what has been complicated? And what is the main thing that's been complicated? And what is -- what are you hoping to eliminate from your business model?

Essentially, what we're doing is we're moving from a very people-focused business to one that is enabled by technology by a digital platform and by artificial intelligence. So we're using those tools. We're taking this opportunity while conditions are disrupted to make some significant investments to improve the experience for our students and to also improve the capability of our student counselors to do their jobs in helping those students. So I wouldn't say it's making -- going from complicated to simple. It's about giving people the tools that they need and making our cost base more flexible.

Okay. Thank you very much. I did put you on the spot here.

That's my job. Thank you for your questions and welcome as a new shareholder. Peter, again, yes.

What's your market share? I mean the last I saw is about 32%. Is that about right?

It's not a straightforward question, Peter, market share. It's something that we measure on a market-by-market basis. it's also different for different parts of our business. So we are the market leader in our student placement side of the business. The English language side of the business is a bit more competitive. But it is a very fragmented market. So we are the largest and the leader, but there are many, many other players in the market. Thank you. Other questions in the room? Are there questions online? Oh, sorry. We are on the financial statement still on...

Is that right? Can we be asking any question.

Not any questions on the financial statements.

So we will have the chance for ask...

We will have a chance to ask general questions at the end, thank you. Any questions from the online platform?

There are some questions. Could new Chair, Tracey Horton, please comment on the biggest changes in Board process, delegations, reporting loans or governance that she's implemented since taking over as Chair from Peter Polson in June this year. Could the CEO also comment as to whether Tracey is more or less hands on than Peter as Chair, question from [ Stephen Mayne ].

Do you think this is one on the financial statement? You want to do this one now. I think we should defer it to the end. I'd prefer to focus on the financial statements of this.

There's no questions on the statements.

Okay. All right. Thank you. Okay. So there's no vote on this item. And the next item of business relates to the election and reelection of directors. The first part of this resolution relates to my own reelection. So I'll ask Ariane to chair this part of the meeting.

Good morning. Thank you, Tracey. Agenda Item 2A is for the reelection of Tracey Horton as a Director. Tracey's skills, experience end qualifications are set out in the notice of meeting. Tracey will now say a few words.

Here I am again. Thanks, Ariane. I'm honored to be standing for reelection as a Director of IDP today. I joined the IDP Board in September of 2022, and I was appointed by my fellow directors as the Chair of IDP in June of this year. I'm an experienced company Director and Board Chair, and I bring to IDP broad experience from both my executive and Board career across corporate strategy, international operations, finance, governance and the education industry. In addition to my role at IDP, I'm currently a Director at the GPT Group, IMDEX and Bhagwan Marine, all ASX-listed companies. I hold a Bachelor of Economics with honors and an MBA, and I'm a life fellow of the Australian Institute of Company Directors.

Since I joined the Board of IDP 3 years ago, I've chaired the Remuneration Committee and now the Board. Over that time, we've seen the benefit of a diverse Board, consisting of members of complementary skills, resulting in valuable perspectives and quality decision-making. I'm fully committed to fulfilling my responsibilities as Chair and Director of IDP with the highest integrity. And with your support, I look forward to contributing to IDP to deliver long-term value for shareholders over the next several years. Thank you. I'll hand back to Ariane to conduct the poll for the resolution.

Thank you, Tracey. Are there any questions in the room related to this particular resolution? Are there any questions online?

There are no questions on the line.

Thank you. As there are no further questions, the proxy position in relation to the resolution is now set out on the screen. And I will now hand the chair back to Tracey.

Thanks, Ariane. Agenda Item 2B relates to the reelection of Michelle Tredenick as a Director. Michelle's experience, skills and qualifications are outlined in the Notice of Meeting. And Michelle is now going to say a few words.

Thank you, Tracey, and thank you to all of our shareholders for giving me the opportunity to seek your support for my reelection to the IDP Board. I joined the IDP Board in September '22 and present myself for reelection at this AGM. I've been a full-time Nonexecutive Director for over 15 years and today, have the privilege of sitting on a number of company Boards, including both listed and private boards across a range of industries. In my executive career, I held a number of senior executive roles and my expertise lies in financial services, strategy and technology digital.

I have been and continue to be closely involved with many of the major challenges facing companies like IDP today, including digital disruption, regulatory and policy changes, geopolitical and macroeconomic uncertainty as well as the rising tide of customer and community expectations of businesses. I've brought this experience and skills to IDP as a Board member. And from July of this year, I've also taken on the role of Chair of the Remuneration Committee. I ask for your support, and I thank you again for giving me this opportunity.

Thanks, Michelle. Are there any questions in the room? Any questions online?

No questions online.

Thanks, Ashley. As there are no questions, the proxy position is now set out on the screen. Michelle, agenda Item 2C relates to the election of Paul Rogan as a Director, and Paul's experience, skills and qualifications are also outlined in the notice of meeting and call will say few words.

Thank you, Tracey, and good morning to you all. Certainly a privilege for me to be having opportunity today to speak to you as I stand for election as a Director of your company. For those of you who have not yet had the opportunity and pleasure of meeting, I bring over 25 years experience as a senior executive and Board across major financial institutions and growth-oriented businesses. Most recently, I served as the Chair of ASX listed Hub24, and I'm a Nonexecutive Director of Raiz Invest, and I'm also the Chair of a private business household Capital.

IDPs impressed me is a remarkable organization with a global footprint, a quality brand and a mission that really resonates with me in terms of empowering students through access to quality education. Notwithstanding that the company is navigating some cyclical market challenges, which you've heard already in the meeting. I see enormous opportunity to leverage our strengths, to embrace digital transformation and to continue to enhance the experience we offer to students, the partners and our shareholders alike. My commitment to you is to provide strong oversight, strategic clarity and a culture of transparency and accountability. I'm very much looking forward to deepening my knowledge of the company and the markets within it operates. And I'm certainly energized by the opportunity to work closely with my colleagues on the Board and the talented executive team at IDP to navigate its next chapter. Thank you for your continued support of IDP Education. If elected, I will serve with dedication, integrity and a clear focus on shareholder value creation. Thank you very much.

Thanks, Paul. Are there any questions in the room? Any online questions.

Not on this resolution.

Okay. As there are no questions, the proxy position is now set out on the screen. Congratulations, Paul. At this point in the meeting, we'd actually like to -- you heard me refer in my remarks earlier to the retirement of our long-standing director, Greg West. Greg is retiring after 18 years of significant service with multiple contributions over many years to IDP, and we'd like to give them the opportunity to share few reflections on his time at IDP with you all.

Thanks, Tracey. I was probably going to not so much share some reflections, but just comment on some recent Board outcomes. Sharing reflections would, of course, be going over a lot of history, and we all know about that, but anyhow. So I think the CEO appointments that your Board has made since listing have been exactly as needed for IDP to create the best outcomes for our shareholders in challenging times. Tennealle is providing strong leadership. We have market-leading position, clear strategy and the transformation plan that will make IDP a more efficient tech-enabled business position to outperform. Tennealle has built a talented executive team for that purpose.

Lastly, it's good to see, certainly from my viewpoint, the Board renewal program moving ahead with significant new appointments over recent years, including the new Chair. Thank you, Tracey. I should say, just in concluding, that it has been a privilege to serve on this Board. I wish the Board, Tennealle and the executive team every success, thanks.

Thanks, Greg, and good luck from all of us for all of your future endeavors. We're now going to turn to agenda item 3, which relates to the consideration of the 2025 remuneration report. The vote on item 3 is advisory only. Are there any questions in the room on the remuneration report? Any questions through the online platform.

There is 1 question from [ Stephen Mayne ]. It's a shame you didn't disclose the proxy votes with the formal address, leaving us debating somewhat in the dark. Did any of the proxy advisers vote against today's resolutions, including this rem report item? If so, what reasons did they give and did this translate into any material protest votes. Please don't say proxy adviser recommendations are confidential. It is standard for companies to be across this detail on the voting recommendations and informed shareholders where relevant.

Well, I think, Ashley, before I answer that question, we might just show the proxy results actually. And so in answer to that question, we can clearly see that we've received a second strike on our remuneration report, and it's a very disciplined pointing outcome for all of us at IDP. As a Board, we are very conscious of the need to align the interest of management with shareholders and provide a meaningful incentive to drive performance and accountability.

Since the release of last year's remuneration report, we have engaged extensively with shareholders to better understand their perspectives. We also engaged extensively with proxy advisers. We think it is important to have consistent engagement with shareholders and proxy advisers regarding the remuneration decisions that we make. And proxy advisers, we met with all the proxy advisers, they had mixed recommendations. And for those that voted -- recommended a vote against our remuneration report. We disagreed with some of their reasons, and we did respond to them both in person in the room, and we provided written feedback to the comments that they've made.

Over the course of the last 6 months, I have undertaken 2 roadshows with Michelle Tredenick joining me for the second roadshow as the new Chair of the Remuneration Committee. In both those roadshows, we met with shareholders that represent approximately 50% of our shares outstanding. As I mentioned, we also met with all the key proxy firms.

During those meetings, we took the opportunity to explain the changes we've made to our remuneration settings for fiscal year '26. We took the opportunity to outline our responses to the strike that we received last year. We outlined the improved disclosure in the remuneration report and discuss the rationale for the reduced amount and structure of the fiscal year '25 STI award. So I would like to reassure shareholders that we're committed to ongoing engagement as we continue to develop our remuneration settings into the future. Are there any other questions in the room after that? Okay. Thank you.

We'll now turn to agenda item 4. This relates to the grant of rights to our CEO and Managing Director, Tennealle O'Shannessy’, are there any questions in the room? Any questions through the online platform, Ashley?

Not on this item.

Okay. As there are no further questions, the proxy position is now set out on the screen. We'll now turn to agenda Item 5, which is a resolution seeking shareholder approval for the renewal of the proportional takeover provision in the constitution. The rationale for this resolution was set out in the notice of meeting. Are there questions on this item in the room? Any questions online?

No.

As there are no further questions, the proxy position is now set out on the screen, we'll now turn to agenda Item 6. This is the conditional Spill Resolution referred to earlier. A conditional Spill Resolution is required under the Corporations Act , if a listed company receives 2 consecutive strikes against its remuneration report at annual general meetings. Are there any questions in the room? Any questions online?

Not on this item.

As there are no further questions, the proxy position is now set on the screen. So as you can see, the votes from the Spill Resolution are on the screen and the Spill Resolution has not passed. So that is the end of our formal business. We'll now take any questions on general business. And I think we did have a question in the room here.

My name is [ Andreas ]. I'm a shareholder. The question I have is -- I'm going to read it out. The Economist has recently highlighted the strong rise in intra-Asia student mobility, especially in Japan, Korea, Taiwan, Singapore, I think Hong Kong is in the list as well. And yes, it's actually attracting a lot of international students, which is traditional destinations, big 4, like Australia, Canada, U.S. and U.K. face tighter visa policies. Now given the IDP large Asian footprint, an integrated IELTS plus placement model, how is the company planning to capture this emerging intra-Asia opportunity. And maybe IDP can become regions key educator connector, linking the students across Asia...

I'm sorry, I just missed that last part of your question.

Yes. What I'm saying is that IDP could become the region's key educator connector, linking students across Asia. And is this built into the company's growth strategy, financial year 2016 and beyond. And that's not only for yourself, Tracey, that's for the Managing Director as well. And just to challenge a little bit what you said earlier, Tracey? Because that's how many companies go under like past performance is not the guarantee of the future performance because as Warren Buffett said, what's the moat now? I can't see the moat. I think it's disappearing with this digital disruption, as you mentioned, with AI, because it's getting cheaper. You definitely had this massive moat. I'm not sure if it's there, you've got the expertise.

And between 2016 and '22, just a bit of statistics, the number of Asian students studying abroad in this stage increased by about 40%. That's according to the British Council. And basically, there's a lot of things going on in Asia. So I think that's a main question -- how do you guys see yourself placed in this new environment?

[ Andreas], is that your name, [ Andreas ]? Thanks, [ Andreas ], for the question, and thanks for showing up to the meeting today. I'll just make a couple of introductory remarks and essentially keen to hear from our Managing Director. So I'd be very happy to hand the microphone over to her. We do challenge ourselves all the time, both in terms of understanding what the trends in student growth will be and also thinking about markets and destination markets and source markets for our students. And we don't have a crystal ball, as I mentioned earlier. And all we can do is our best efforts in terms of determining our planning assumptions for the future.

We do believe that our 4 key destination markets, the English-speaking developed countries will remain the top of the pile in terms of preferences for our students over the longer term, and that is something that we plan around. However, we are open to looking at other destinations. We've done some of that recently, and we'll continue to do that in the future. And on that point, I'm going to hand over to Tennealle to talk about it in more detail.

Thank you, Tracey, and thank you, [ Andreas ], for the question. Look, I think I'm going to attempt to answer both of your questions. But if I start with the first one, as you would expect, powerful tools that we have available to us is real clarity on student preferences and intentions and we study that extensively. So you may have seen last week, we released our emerging Futures 8 research into student study intentions, the destinations they're looking at. And like you call out, we are seeing an increased interest in other destinations.

I think as a business, we've got a very strong track record of launching into new destinations and growing. If you have a look at our experience in recently launching into New Zealand and Ireland, we can show that track record. So it is something we're looking at closely. And our data and insights gives us very good perspective into some of those trends. So watch this space.

Having said that, the opportunity that Tracey called out, the 1 around market share continues to be 1 that's very exciting for us. And so whilst the aggregate market volume will return to a more sustainable growth, I think, there was an earlier question around IDP's market share. And although we are the market leader, our market share is still relatively small in those K4 destinations. And so you will see us continuing to focus on delivering differentiated outcomes to students and clients. So we can continue to grow market share in those 4 main destinations, and that will remain a key focus.

The second part of your question, if that's okay, I will just pick up that the appropriate challenge that you put to us around what is a competitive moat? And how do we think about that in a world that is being transformed through AI and digital disruption. And I will build a little bit on the question that was asked by the earlier shareholder in terms of how do we think about our proposition moving forward. And I think when we look at our business, we continue to be aligned by our purpose of transforming lives through education. And as Tracey touched on, we've built very strong foundations around a trusted human connection and trusted brand. This has been built over 50 years, and this is reflected in things like our exceptional student experiences in NPS and the strength of long-term partnerships we have with university clients. But clearly, student preferences are evolving, and digital is becoming an important part of how we deliver our services.

We're very excited by this opportunity because we see a clear opportunity for us to build the new competitive moat. So I think you touched on it a little bit. The AI and the tools themselves will become democratized and commoditized. Everyone will be offering a chatbot, everyone will be offering a digital solution. But where we think IDP is well placed to win is in the unique proprietary scale data assets that we have that will ensure that we can leverage the tools to deliver better outcomes. So I touched a little bit on those data assets that are built through literally decades of us understanding student preferences, how they engage, how they search, which courses they enroll in, which courses they are successful in. We will leverage and use those data insights to ensure we can deliver better outcomes for students.

What we're also doing with some of our more recent investments is building new data assets, and so looking at what are new insights that students and test takers can get from IDP. So as part of that, you'll see us investing in building data assets like our peer-to-peer communities. So as an example, we know that students trust very much the counselors that they speak to. Another highly trusted source is speaking to current students or alumni. And so you'll see us investing through our acquisition of the ambassador platform to build out peer communities and to build out peer assets. And again, we'll use these unique data assets to deliver better experiences for students and test takers.

So the world is transforming, but we remain very confident that we have a strong foundation we're building off and we're investing to build new moats to allow us to continue to be the market leader in this dynamic time.

Thanks Tennealle.

Yes, I'm just 1 more statistics again. In Japan, South Korea and Taiwan. So Japan, South Korea and Taiwan. Like in Japan is up in international students because they've got this aging population there. So they do need immigration because up into Japan and South Korea. It's very, very mono-nations. The language is the biggest probable challenge there. And -- but they have to attract the students because the economy is massive because I'm in the project management, energy -- so the energy sector.

Now in Japan. So what I'm saying basically intra-Asia links is not necessarily a place in all those big 4 countries, and they are offering more English language courses and more generous scholarship, making it easier for students to work after graduation. So what I'm saying is China -- also China is a big of supply of the students, which is also going down because of this policy. We're seeing effects now. the growth already -- I mean, I think India is the biggest number, but in terms of population. And Indian students, more and more choosing Asia. Not only because it's like all these political challenges, as you mentioned earlier, but also it's cheaper and closer to their shores. And they offer more English courses. And I'm talking about Japan, Taiwan and South Korea. And I work with these guys, and they are very, very active, they're very competitive.

So how would you answer this part of the question? Are we exposed in to this as shareholders into this intra-Asia links and how IDP can be interconnected between those, Having this the moat in terms of IELTS testing?

Yes. Thank you. So again, I will jump in there. So as I reiterated, I think a lot of the statistics that you're sharing with us are consistent with the trends that we see from our student data and insights which is students are looking more broadly at the destinations that they will consider for their international education journey. And so that is something that we continue to explore, and we look for the highest potential opportunities in terms of the new destinations that we may service. And the work that we've already done is building out the necessary infrastructure so that we're able to enter new markets and then scale and grow effectively and I turn to the examples around markets like New Zealand and Ireland.

So it is a space we're watching. We've got those unique data and insights to understand what our students today are asking us to deliver, and it will be a feature of the work we're looking at back to the transformation program that I put up, the third pillar that we're looking at is exploring new and expanded revenue opportunities, and it's under that heading that we will be exploring things like new destinations as you call out.

Thanks, Tennealle, and thanks, [ Andreas ]. We do have representatives of IDP in the room as well as, Tennealle Neil. So I encourage you to stay afterwards and follow up offline if you've got further questions, Ashley, do we have any questions online?

We do have some questions online. The first question is from [ Stephen Maye ]. Could new chair Tracey Horton, please comment on the biggest changes in the Board process delegations, reporting lines or governance that she has implemented since taking over as Chair from Peter in June this year. Could the CEO also comment as to whether Tracey is more or less hands on than Peter as chair.

Well, thank you for that question. And I guess the first part of my answer is that I have been on the Board for 3 years. The Board operates very well. There was no need for anything but tweaks to the Board process and governance. We did do a little bit of rejigging of committees. And so I mentioned earlier, Michelle Tredenick is now chairing our Remuneration Committee. And we've appointed both Andrew Barkla and Paul Rogan to the Audit and Risk Committee.

We have -- we're undergoing a process of Board renewal. I mentioned that in my remarks earlier as well. We think it's really important to evolve the Board to make sure that we've got the skills and experience and fresh perspectives that are relevant for IDP as we move forward. And so we successfully elected Paul Rogan to the Board today. We're delighted to have Paul on board. And we will be, as long-standing directors roll off the Board will be continuing that process of Board renewal. The Board is very focused on the right issues in responding to the challenges that we all face. Other questions, Ashley -- sorry, the Tennealle's part of the question. Got carried away with my own answer.

Thanks, Tracey. And just to provide my perspective, the Board has continued to be very highly engaged through the renewal process and being a great support for the management team as we link into discussion of the strategic issues and the transformation program as we've navigated this dynamic environment. Thank you.

Ashley?

Yes. The next question is from Mr. [ Kwan Shang ] and the question is, do you see the tightening of America's H1B pathway as an opportunity for IDP to attract more people to Australia and to IELTS?

Thank you. And I think we touched on the answer to this question in part in some of the answers to previous questions that we've had. So I won't belabor it. But as Tennealle mentioned, we are the largest, most diversified provider of recruitment services to students. It is very typical when there are changes in one market for students to look elsewhere. So we would expect that a tightening in the U.S. relative to our other destination markets will lead to students looking for alternatives. Did you want to add anything Tennealle?

No, just to build on, and again, I'll reference the emerging Futures 8 research that we launched last week. That continued to show based on the student insights that we were looking at that Australia is positioned as a leading destination. And so as we see a continued stabilization of policy settings in Australia, that does present an opportunity.

Thank you, any other questions, Ashley.

Yes. The next question is from [ Stephen Mayne ]. The 6 most valuable U.S. big tech stocks, Microsoft, Apple, Amazon, Meta, Alphabet and NVIDIA are together worth more than $20 trillion, largely because they have enormous pricing power and are overcharging customers the world over. Could the Chair and CEO comment on which of the big global tech companies we are most reliant on and what we would do if they suddenly put their prices up by 30%. Also, were we impacted by the global AWS outage yesterday?

Okay. I'll give a brief answer. We do have 2 primary players that we use for our cloud and productivity software, AWS and Microsoft. We also use Oracle and SAP for our back office systems. We saw no material impact from the AWS outage yesterday. And then I might -- anything you want to add?

No.

Any other questions, Ashley?

Yes. The next question is again from [ Stephen Maye ]. And he says, in my view, you waited too -- far too long on chair succession, and it was clearly evident at recent AGMs that Peter we're slowing down in his late 70s. Could Tracey Houghton comment as to whether she's aspirations to serve as a director until she is 79. Also, how was Tracey selection handled? Were there multiple candidates with presentations, interviews and a formal vote or was it done more informally. Did Peter manage the process? And does that explain why it took so long.

There is several parts to that question. I'm just hoping to still be alive and standing at 79. I haven't got to whether I still ought to be a director at 79, but I'm pretty sure I won't be a Director of IDP at 79. In terms of the chair succession process, that was a major focus of the Board. And it was well planned. We had several new appointments to the Board in preparation for that chair succession planning that started with the appointment of Michelle and I 3 years ago. Peter did communicate his intention to retire at last year's AGM. He was very public about that, and he retired after a tremendous 18 years of service, which we celebrated when he retired and we -- that I noted in my remarks.

The succession process was led by the Nominations Committee, and we were supported by external advisers. The appointment of the new chair was the decision of the Board. The Board is in really good shape. Everyone is working very closely and collaboratively together for the future. I think that answers.

Yes. There's 1 final question from Mr. [ Chris Kateeva ]. While I understand that IDP has been plagued by numerous policy changes across the key jurisdictions in which it operates, it beggars belief how the Board and management have kept shareholders abreast of its position. When does the Board and management expect to turn the share price profits around what innovations is in the development pipeline to stay ahead of competitors, capture greater market share and generate better profits.

Thank you. Well, our strategy during this period has really been in a period of uncertainty, where we're not sure what's going to be happening with student volumes in the next short-term period to really focus on the levers that we have within our control as a Board and as a management team. And so we focused on reducing our costs in the first instance to match that reduction in volume. And as we've spoken about multiple times today, so I won't go into it in a lot of detail, we have actually shared with shareholders a detailed multiyear transformation plan to reduce cost and to position ourselves for the future through leveraging technology, data and AI. That's going to enable us to deliver our current services more effectively and also to drive productivity and growth and to give us more flexibility in costs. So we're here for the long term.

We feel confident of our ability to withstand this period of uncertainty, and we're planning to emerge stronger so that we can take advantage of future growth. Anything you'd like to add? Other questions?

There is 1 final question from [ Stephen Mayne ]. Could the new Director, Paul Rogan, and the chair comment on the recruitment process that led to his appointment to the Board? Was a head hunter involved? Did the full Board interview any other candidates? Did Paul know any of our directors before engaging with the recruitment process.

I'm happy to take the lead on that question. And as I mentioned earlier, we have been undertaking process of orderly Board renewal and Paul's appointment was an important part of that. We did lead the process through the Nominations Committee of the Board. We were assisted by an external search firm. And Paul's name rose to the top of the list. He did meet with all directors prior to his appointment. Paul was known to Michelle prior to his appointment to the Board, so he did know one director before joining the Board. I will add that there were very few people on the long list of people that we consider that weren't known to at least 1 director on our Board -- and -- but his name was actually put forward by the external firm.

Michelle actually stepped back and didn't share her opinions about Paul. She didn't cross them off the list. So we figured that, that was a positive. But she didn't share her perspectives on Paul with a broader Board until everybody has had the opportunity to meet him, and he did get the thumbs up from everyone. Did I answer all parts of that? Yes, I think so. Any other questions?

That's the end of the questions.

Great. Thank you very much. and thank you to those who have attended both in person and online. That now completes all the items of business for the 2025 AGM. I think there's a box at the exit there for people to place their ballot papers and the final results of the polls will be provided to the ASX today, and we'll put the results on our company's website.

There will also be a webcast of the meeting available on the company's website, and thank you very much for joining us today and for all your ongoing support. I confirm that the polls will close in 5 minutes. That concludes the meeting. Thanks, everyone.